ARTICLES

OF

THE GROUNDWATER AWARENESS LEAGUE, INC.

KNOW ALL PERSONS BY THESE PRESENTS:

That we, the undersigned, have this day associated ourselves together for the purpose of forming a non -profit corporation under and pursuant to the laws of the State of Arizona and for that purpose do hereby adopt these Articles of Incorporation.

ARTICLE I

The name of the corporation shall be: The Groundwater Awareness League, Inc.

ARTICLE II

Purpose: Acknowledging that clean and ample water is necessary to the well-being of the residents of the Arizona, the purpose of this corporation is to educate the public regarding the serious levels of depletion and pollution of groundwater in Arizona, particularly in the Santa Cruz Aquifer, to ensure the right of every Arizonan to clean, healthy, and adequate water supply.

ARTICLE III

Character of Affairs: The corporation is organized exclusively for charitable, educational and scientific purposes as specified in Section 501 (c)(3) of the Internal Revenue Code. The Groundwater Awareness League, Inc. uses scientific research, synthesis of data from various water agencies, and formulating of concrete measures for preserving of groundwater for future generations. For the purposes of public education, the corporation uses public meetings, publication in periodicals, and distribution of scientific reports to inform the public of the current situation in their region in regard to the quality and quantity of the groundwater.

ARTICLE IV

No part of the net earning of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements,) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt from Federal Income Tax under Section 501 (c)(3) of the current Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law) or: (b) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the current Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Laws).

Upon the dissolution of the Corporation, the Board of Directors (hereinafter called the Board) shall, after paying or making provision for the payment of all the liabilities of the corporation, distribute any remaining assets to organizations organized and operated exclusively for charitable, religious, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of October, 2004, or the corresponding section of any future federal tax code as the Board shall determine. Any such assets not disposed of shall be supposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, what are organized and operated exclusively for such purpose.

ARTICLE VI

The Groundwater Awareness League shall indemnify the members of the Board to the fullest extent allowed by law. The power of indemnification under the Arizona Revised statutes shall not be limited or denied by the bylaws.

No member of the Board or officer of the League, serving without compensation other than reimbursement for actual expenses, shall be liable, and no cause of action may be brought, for damages resulting from the exercise of his or her judgment or discretion in connection with the duties or responsibilities of such director or officer, unless the act or omission involved willful or wanton conduct.

ARTICLE VII

The initial Board of Directors shall consist of four (4) directors. The names and addresses of the persons who are to serve as the directors until the first annual meeting of the members, if a member corporation, or Board of Directors, if the corporation has no members, or until their successors are elected and qualifies are: The number of persons to serve on the board of directors thereafter shall be fixed by the Bylaws.

Hank Liers

Fred Liers

Nancy Freeman

Randy Harris

ARTICLE VIII

The street address of the known place of business of Arizona of the Corporation:

ARTICLE IX

The name and address of the initial statutory agent of Groundwater Awareness League:

Nancy Freeman
P. O. Box 934
Green Valley, Arizona 85622

ARTICLE X

The name and address of the incorporator is

ARTICLE XI

The corporation Groundwater Awareness League will not have members.

EXECUTED this 9th day of March, 2005 by the incorporator.

Signed: Nancy Freeman

___________________________________

Nancy Freeman

PHONE: 520/207-6506

Approved by Arizona Corporate Commission: May 16, 2005

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